Pennsylvania LLC Operating Agreement

Set out who owns your Pennsylvania LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.

Reflects current Pennsylvania rules · 2026 Official source linked Free PDF · no signup · nothing uploaded

Maintained by Rapi Stack · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.

Pennsylvania LLC act rules · as of 2026

Required by law?: No — but strongly recommended
Recognized form: "whether oral, implied, in record form or in any combination thereof" — 15 Pa.C.S. § 8812: "The agreement, whether or not referred to as an operating agreement and whether oral, implied, in record form or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning matters described in section 8815(a)".
Governing act: Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016)

Without an agreement: With no operating agreement provision, pre-dissolution distributions "shall be in equal shares among members and persons dissociated as members" (per capita, not by contribution) — 15 Pa.C.S. § 8844(a). Source: 15 Pa.C.S. § 8812 (definition); § 8815 (scope) · verify ↗.

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Why your Pennsylvania LLC needs this — even single-member

It overrides the default rules. Without an agreement, the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016) decides how profits are split and who can act for the company — not you.
It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.

Pennsylvania law

No — Pennsylvania does not require an operating agreement (as of 2026): Not required. RULLCA-based: 15 Pa.C.S. § 8811(a) names the act; the operating agreement is defined permissively and § 8815 makes chapter 88's default rules govern any matter the agreement does not cover.. But without one, the default rules of the Pennsylvania Uniform Limited Liability Company Act of 2016 (15 Pa.C.S. ch. 88, Act 170 of 2016) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: 15 Pa.C.S. § 8812 (definition); § 8815 (scope). Check the current Pennsylvania LLC rules before relying on any default.

Frequently asked questions

Is an operating agreement required in Pennsylvania?

Does the operating agreement get filed with the state?

No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no Pennsylvania agency records it.

Can the agreement be oral in Pennsylvania?

Pennsylvania's statute recognizes: "whether oral, implied, in record form or in any combination thereof" — 15 Pa.C.S. § 8812: "The agreement, whether or not referred to as an operating agreement and whether oral, implied, in record form or in any combination thereof, of all the members of a limited liability company, including a sole member, concerning matters described in section 8815(a)". (15 Pa.C.S. § 8812 (definition); § 8815 (scope)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.

How does Pennsylvania compare? See which states actually require an operating agreement, every claim cited to the state LLC act.

How Pennsylvania compares

Computed from our 51-jurisdiction dataset (as of 2026). Source for Pennsylvania: 15 Pa.C.S. § 8812 (definition); § 8815 (scope) ↗.

Pennsylvania is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).

The rest of what Pennsylvania requires

The figures below are Pennsylvania's, not national averages — each one is the value we verified for this state, with the statute it comes from. Follow a row to the full Pennsylvania page for that document.

Security deposit cap · as of 2026: 2 months' rent (1st year; 1 month thereafter) 68 Pa. Stat. §250.511a & §250.512 ↗
Deposit return deadline · as of 2026: 30 days after move-out 68 Pa. Stat. §250.511a & §250.512 ↗
Notice to end a month-to-month tenancy · as of 2026: 15 days 68 Pa. Stat. §250.511a & §250.512 ↗
Notice for unpaid rent · as of 2026: 10 days to pay or quit 68 Pa. Stat. § 250.501(b) ↗
Small claims limit · as of 2026: $12,000 42 Pa.C.S. § 1515(a)(3); 42 Pa.C.S. § 1123(a)(4) (Philadelphia) ↗
Where you file · as of 2026: Magisterial District Court (Philadelphia: Municipal Court) · filing fee Statutory base tiers in 42 Pa.C.S. § 1725.1(a): $30 (≤$500), $40 ($500–$2,000), $50 ($2,000–$4,000), $75 ($4,000–$12,000) — adjusted for CPI since 1994, so actual current MDJ filing costs run roughly $70–$180 by claim size, plus constable/sheriff service per defendant 42 Pa.C.S. § 1515(a)(3); 42 Pa.C.S. § 1123(a)(4) (Philadelphia) ↗
Rental application fee · as of July 2026: No statutory limit Pennsylvania Statutes ↗
Bill of sale notarization · as of 2026: Not required Pennsylvania PennDOT ↗
Power of attorney signing · as of 2026: Notarization required · 2 witnesses 20 Pa. Cons. Stat. §5601 ↗
Recording a deed · as of 2026: Recorder of Deeds · no witnesses 21 P.S. § 42 ↗

LLC operating agreement in other states

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